SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
AMENDED PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Ameridream Entertainment, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies: common stock
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is
calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction: $
(5) Total fee paid: $0.00
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
Ameridream Entertainment, Inc.
79811 "A" Country Club Drive
Bermuda Dunes, CA 92201
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON April 21, 2003
To our Shareholders:
The former board of directors and officers of the company have resigned as of
April 7, 2003, in light of a rescission by the Ameridream International, Inc.
and its shareholders of its acquisition by the company in the acquisition
agreement of May 10, 2002. Modern Health Care Holdings, Ltd., the owner of the
controlling block of stock in the acquisition, has accepted the rescission. The
company has appointed Nina Gotova, its former sole director, as the sole
director of the company.
The Special Meeting of Shareholders of Ameridream Entertainment, Inc., a
California corporation (the "Company") will be held at the offices of the
company AT 79811 "A" Country Club Drive, Bermuda Dunes, California, on April
21, 2003 at 3:00 p.m.,Pacific Time, to consider and vote upon the confirmation
of Nina Gotova as director, the change of name of the company to "Soleil Films
and Television, Inc.", to reverse the common share capital of the company 10-
1, and to consider and act upon such other matters as may property come before
the meeting or any adjournment thereof.
Only shareholders who are the rightful holders of common shares in the company
as of April 7, 2003 are entitled to notice of, and to vote at, the special
shareholder's meeting.
All shareholders are extended a cordial invitation to attend the Consolidated
Meeting of Shareholders. In the event you cannot attend, the Board of Directors
requests your proxy.
By Order of the Board of Directors.
Nina Gotova
President
Bermuda Dunes, CA
April 10, 2003
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THE FORM OF PROXY IS ENCLOSED. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE
MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED, POSTAGE PREPAID, ADDRESSED ENVELOPE. NO ADDITIONAL POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. THE GIVING OF A PROXY WILL NOT AFFECT
YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
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AMERIDREAM ENTERTAINMENT, INC.
PROXY STATEMENT
FOR THE 2001 SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 2003
I. INTRODUCTION
The Board of Directors of Ameridream Entertainment, Inc., a California
corporation (the "Company"), is soliciting the accompanying Proxy in connection
with its 2001 Special Meeting of Shareholders of the Company to be held at 3:00
p.m. Pacific Daylight Time on April 21, 2003 at 79811 "A" Country Club Drive,
Bermuda Dunes, CA., and any adjournments thereof. The Notice of Special Meeting
and Proxy Card were mailed to shareholders on or about April 10, 2003. The
Company's Annual Report on Form 10-KSB for the year ended March 31, 2002, was
filed on July 9, 2002, and a copy will be available to any shareholder
requesting it in writing.
II. OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed the close of business on April
7, 2003, as the record date for the determination of those holders of Common
Stock of the Company entitled to receive notice of, and vote at, the Special
Meeting. Persons who were not shareholders on such date will not be allowed to
vote at the Special Meeting. At the close of business on the record date, there
were 25,250,000 shares of the Company's Common Stock issued and outstanding.
The Common Stock is the only outstanding class of capital stock of the Company
entitled to vote at the Meeting. Each share of Common Stock is entitled to one
vote on each matter to be voted on at the meeting. Holders of Common Stock are
not entitled to cumulative voting rights. A majority of the shares entitled to
vote present in person or represented by proxy at the Special Meeting, is
required for approval of each of the Company's proposals.
Shares of Common Stock that are represented by properly executed proxies,
unless such proxies have previously been revoked, will be voted in accordance
with the instructions indicated in such proxies. If no instructions are
indicated, such common shares will be voted "FOR" approval of each of the four
proposals and in the discretion of the proxy holders for any other matter that
may properly come before the Special Meeting. If a shareholder abstains from
voting as to any matter, then the shares held by such shareholder shall be
deemed present at the meeting for purposes of determining a quorum, and for
purposes of calculating the vote with respect to such matter, but shall not be
deemed to have been voted in favor of such matter. Abstentions, therefore, as
to any proposal will have the same effect as votes against such proposal. If a
broker returns a "non-vote" proxy, indicating a lack of voting instructions by
the beneficial holder of the shares and a lack of discretionary authority on
the part of the broker to vote a particular matter, then in such instance, the
shares covered by such "non-vote" proxy shall be deemed to be present at the
meeting for purposes of determining a quorum, but shall not be deemed to be
represented at the meeting for purposes of calculating the vote required for
approval of such matter.
A shareholder who has given a proxy may revoke it at any time prior to its
exercise at the Special Meeting by filing with the Chief Executive Officer of
the Company, Nina Gotova, at the address set forth above, a written revocation
of such proxy, or by executing and delivering a duly-executed proxy bearing a
later date, or by simply voting the common shares covered thereby by separate
written ballot to be disseminated at the Special Meeting.
In addition to soliciting proxies by mail, officers, directors and employees of
the Company, without receiving additional compensation therefor, may solicit
proxies personally, or by telephone, telegram or other forms of communication,
including wire facsimile. The Company has not retained a proxy solicitation
firm, and instead, will use its own best efforts to solicit as many proxies as
practicable in the time available before the Special Meeting.
III. PRINCIPAL SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of September 1, 2002, by: (i) each
current director; each nominee for director, and executive officer of the
Company; (ii) all directors and executive officers as a group; and (iii) each
shareholder who owns more than five percent of the outstanding shares of the
Company's Common Stock. Except as otherwise indicated, the Company believes
each of the persons listed below possesses sole voting and investment power
with respect to the shares indicated.
Name and Address Number of Shares Percentage Owned
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Lang Elliot 6,000,000 23.76%
79811 "A" Country Club Dr.
Bermuda Dunes, CA 92201
Nina Gotova 9,300,000 38.61%
9627 South Gene Autry Trail
Suite C, Palm Springs, CA 92264
Hugh Kelley 2,000,000 7.9%
79811 "A" Country Club Dr.
Bermuda Dunes, CA 92201
All Officers and Directors
as a Group 9,750,000 38.61%
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Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting and investment power
with respect to the shares. Shares of Common Stock subject to options or
warrants currently exercisable or exercisable within 60 days are deemed
outstanding for computing the percentage of the person holding such options or
warrants, but are not deemed outstanding for computing the percentage of any
other person.
IV. EXECUTIVE COMPENSATION
The following table sets forth both the compensation paid or accrued by the
Company for services rendered by executive officers of the Company for the
fiscal year ended March 31, 2002. No executive officer's total compensation
exceeded $100,000 based on salary and bonus during any of the three years.
SUMMARY COMPENSATION TABLE
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Special Compensation
Long-Term
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- --------------- Compensation
Name and Principal Position Year Salary ($) Bonus
($) Other ($) Options (No.)
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NONE PAID
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V. PROPOSAL NUMBER ONE - TO RATIFY CHANGE OF NAME
On April 10, 2003, in response to the rescission of Ameridream International,
Inc. of its acquisition by the company, the board of directors authorized the
change of the name of the company to SOLEIL FILM AND TELEVISION, INC.
The name change requires an amendment to the certificate of incorporation of
the company, which can only be done by Board resolution ratified by the
shareholders. On April 10, 2003, the Board of Directors adopted the following
resolution to effectuate the name change:
RESOLVED, that the corporation amend its Articles of Incorporation,
Articles FIRST and FIFTH, as follows:
"FIRST: The name of this corporation is:
"SOLEIL FILM AND TELEVISION, INC."
VI. PROPOSAL NUMBER TWO CALLS FOR THE SHAREHOLDERS TO RATIFY AN AMENDMENT
APPROVED BY THE BOARD OF DIRECTORS CALLING FOR A 1-10 REVERSE SPLIT OF SHARE
CAPITAL.
The Board of Directors is proposing a one for ten reverse split of its share
capital. The reverse split will result in each outstanding ten shares being
converted to one share. The authorized capital will remain 2,000,000,000
common shares.
The reverse split requires an amendment to the articles of incorporation of
the company, which can only be done by Board resolution ratified by the
shareholders. On April 10, 2003, the Board of Directors adopted the following
resolution to effectuate the forward split and the authorization of preferred
shares:
WHEREAS, the Board of Directors has resolved to restructure the capital
structure of the corporation, to effectuate a 5 to 1 forward split of its
share capital,
RESOLVED, that the corporation amend its Articles of
Incorporation, Articles FIRST and FIFTH, as follows:
"FIFTH: This corporation is authorized to issue two classes of stock; common
and preferred. The total number of common shares which this corporation is
authorized to issue is two billion (2,000,000,000) common shares, each with a
par value of $.001 per share. Upon amendment of this Article Fifth, each
outstanding ten shares of common stock shall be converted into one
share of common stock."
VII. PROPOSAL NUMBER FIVE CALLS FOR THE SHAREHOLDERS TO RATIFY THE BOARD OF
DIRECTORS' APPOINTMENT OF A PROVISIONAL BOARD OF DIRECTORS TO HOLD OFFICE
UNTIL THE NEXT REGULAR MEETING OF SHAREHOLDERS.
The Board of Directors has appointed a provisional board of directors to serve
until the next regular annual meeting of shareholders, and seeks a shareholder
vote confirming the appointment as the permanent board of directors, to serve
until the next annual meeting of shareholders. The provisional board is as
follows:
Name Age Position
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Nina Gotova 65 Director, President,
Secretary and Chief Financial
Officer
Nina Gotova. Nina Gotova is the current President, Director, Secretary and
Chief Financial Officer of the company since April 9, 2003. She served as
Director and President of the company from its inception to May 10, 2002.
From May 10, 2002 through April 8, 2003 she has been unemployed. For the 15
years previous to inception of the company, she was involved in the import/
export business of goods from Russia to Western Europe. She holds a degree in
Print Design from Moscow University, Russia. She is the mother-in-law of
company counsel, Kenneth Eade.
VIII. OTHER BUSINESS
No business, other than as set forth herein, is expected to come before the
2003 Special Meeting. Should any other matter requiring a vote of the
shareholders arise, including any question related to any adjournment of the
meeting, the persons named in the enclosed Proxy will vote thereon according to
their best judgment and in the best interests of the Company and its
shareholders.
IX. SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and intended
to be presented at the 2003 Special Meeting of Shareholders must be received by
the Company by April 16, 2003 to be included in the Special Meeting.
X. ANNUAL REPORT TO SHAREHOLDERS: FORM 10-KSB
The Company filed its Annual Report for the fiscal year ended March 31, 2002
on Form 10K on July 9, 2002. The Company will furnish, without charge, to
each person whose proxy is being solicited, and to any shareholder of the
Company, upon written request of any such person, a copy of the Company's
Special Report of Form 10-K for the year ended March 31, 2002, including all
financial statements and financial statement schedules thereto, and any
exhibit included in the list accompanying the Form 10-K, to any shareholder,
upon the payment, in advance, of reasonable fees related to the Company's
furnishing such exhibits. Requests for copies of such report, and/or exhibits,
should be directed to Mr. Nina Gotova, Chief Executive Officer, at the
Company's principal executive offices. The report, financial statements and
exhibits are also available at the Securities and Exchange Commission's
Internet website at www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS,
Nina Gotova
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Nina Gotova
President
Bermuda Dunes, California
April 10, 2003
In connection with the proxy statement of Ameridream Entertainment, Inc. on
Form 14A, as filed with the Securities and Exchange Commission on the date
hereof, the undersigned certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge:
1. The report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the report fairly presents, in all
material respects, the financial condition and results of the Company.
Dated: April 10, 2003 By: Nina Gotova
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Nina Gotova
Chief Executive Officer
Dated: April 10 , 2003 By: Nina Gotova
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Nina Gotova,
Treasurer
Exhibit 1 - Proxy Card
PROXY
The undersigned shareholder of Ameridream Entertainment, Inc. (The "Company")
hereby appoints Company Counsel Kenneth Eade as proxy holder of the undersigned
to attend the Special general meeting of the Company to be held on April 21,
2003 and any adjournment thereof with authority to act and vote therat for an
on behalf of the undersigned and directs the proxy holder to vote the common
shares held by the undersigned in respect of the matters indicated below as
follows:
1. To amend the articles of incorporation of the company to change its
name to:
SOLEIL FILM AND TELEVISION, INC.
FOR________ AGAINST__________
2. To amend the articles of incorporation of the company to effect a
one for ten reverse split of the company's common share capital.
FOR________ AGAINST__________
3. To ratify the appointment of Nina Gotova as sole director of the
company, to serve until the next annual meeting of shareholders.
FOR________ AGAINST__________
If this proxy is not dated it will be deemed to bear the date on which it was
mailed.
Executed this ____day of _________, 2003.
________________________
Name of Shareholder Signature of Shareholder
________________________
Address (if different from above) Signature of Shareholder